Scilex Holding Company (SCLX) delays Q1 2026 10-Q, expects May 20 filing

Rhea-AI Filing Summary

Scilex Holding Company notified the SEC that it cannot file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 by the prescribed due date of May 15, 2026. The company says it needs additional time to finalize financial statements, including the consolidation of Vivasor Holding Company, and expects to file the Form 10-Q on or before May 20, 2026 (the fifth calendar day following the prescribed due date). The notification was signed by CFO Stephen Ma and cites Rule 12b-25 relief for a short extension to complete the filing.

Key Figures

Period Ended: March 31, 2026 Prescribed Due Date: May 15, 2026 Anticipated Filing Date: May 20, 2026 +3 more

6 metrics

Period Ended March 31, 2026 Form 10-Q period end

Prescribed Due Date May 15, 2026 Form 10-Q filing deadline

Anticipated Filing Date May 20, 2026 Expected submission under Rule 12b-25 (fifth calendar day)

SEC File Number 001-39852 Filing reference

CUSIP 80880W106 Security identifier shown on the form

CFO Contact (650) 516-4310 Stephen Ma, Chief Financial Officer

Key Terms

Form 12b-25, Rule 12b-25, Form 10-Q, consolidation of Vivasor Holding Company

4 terms

Form 12b-25 regulatory

"Form 12b-25 notification of late filing (first line)"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25 (Part II/III)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

consolidation of Vivasor Holding Company financial

"requires more time to finalize its financial statements to be included in such Form 10-Q, including the consolidation of Vivasor Holding Company"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-39852

CUSIP Number: 80880W106

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K

☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I
REGISTRANT INFORMATION

Scilex Holding Company
Full Name of Registrant

Former Name if Applicable

960 San Antonio Road
Address of Principal Executive Office (Street and Number)

Palo Alto, California 94303
City, State and Zip Code

PART II
RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III
NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Scilex Holding Company (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”) by May 15, 2026, the prescribed due date, because it requires more time to finalize its financial statements to be included in such Form 10-Q, including the consolidation of Vivasor Holding Company. The Company is working diligently to complete the Form 10-Q as soon as practicable, which the Company anticipates will not be later than the fifth calendar day following the prescribed due date for the Form 10-Q, or May 20, 2026.

PART IV
OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Stephen Ma, Chief Financial Officer	(650)	516-4310
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☑ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☑ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Forward-Looking Statements

This Form 12b-25 includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements in this filing about the Company that are not historical facts are forward-looking statements based on the Company’s current expectations, assumptions, estimates and projections. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. These forward-looking statements are based on our current expectations, which may not prove to be accurate. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the filing of the Form 10-Q and the results of the ongoing review. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file its Form 10-Q within the extension permitted by Rule 12b-25 of the Securities Exchange Act of 1934, as amended, and the possibility that the ongoing review may identify errors or control deficiencies in the Company’s accounting practices. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

3

Scilex Holding Company

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026	By: /s/ Stephen Ma
	Stephen Ma Chief Financial Officer

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

4

FAQ

Why did Scilex (SCLX) file a Form 12b-25?

The company filed Form 12b-25 because it cannot complete its Form 10-Q for the quarter ended March 31, 2026. It needs additional time to finalize financial statements, including the consolidation of Vivasor Holding Company, before filing.

When does Scilex expect to file the delayed Form 10-Q?

Scilex expects to file the Form 10-Q on or before May 20, 2026, which is the fifth calendar day following the prescribed due date of May 15, 2026, under Rule 12b-25 relief.

Who signed the Form 12b-25 for Scilex (SCLX)?

The notification was signed by Stephen Ma, Chief Financial Officer, on May 15, 2026. The filing lists his contact telephone number as (650) 516-4310 for questions about the notification.

Does the Form 12b-25 say the company expects material changes to results?

The Form 12b-25 indicates the company answered the question about significant changes in results, but it does not attach an explanatory quantitative estimate in this notification. The filing does reference an ongoing review of financial reporting.